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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A-2
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CHILDREN'S WONDERLAND, INC.
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(Exact Name of registrant as specified in its charter)
California 95-4455341
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
28310 Roadside Drive
Suite 220
Agoura, California 91301
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to
Section 12(b) of the Act:
Common Stock, no par value per share Boston Stock Exchange
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(Title of Class)
Warrants to purchase Common Stock Boston Stock Exchange
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(Title of Class)
Securities to be registered pursuant to
Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered
The description of the Common Stock and Warrants of Registrant
set forth under the caption "Description of Securities" in Registrant's
Registration Statement on Form SB-2 (File No. 333-00400-LA) as originally filed
on January 17, 1996, or as subsequently amended (the "Form SB-2 Registration
Statement"), and in the Prospectus included in the Form SB-2 Registration
Statement, or, if such description is subsequently amended, the description as
subsequently amended, is hereby incorporated by reference in response to this
item. Registrant is applying to have the Common Stock and Warrants listed for
trading on the Boston Stock Exchange. No assurance may be given that such
Common Stock and Warrants will be accepted for listing.
Item 2. Exhibits
The following exhibits are filed as part of this registration
statement:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title or Description
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<S> <C>
3.1* Registrant's Articles of Incorporation.
3.2* Registrant's Bylaws.
4.1* Form of Warrant Agreement and
Specimen Warrant Certificate
4.2* Form of Underwriters' Unit
Purchase Option.
4.3* Form of Specimen Certificate
for Registrant's Common Stock.
28.01* Section entitled "Description of
Securities" on page 48 of the
Form SB-2 Registration
Statement.
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* Filed as an exhibit to or as a part of the Form SB-2 Registration Statement
and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: , 1996 CHILDREN'S WONDERLAND, INC.
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/s/ Robert M. Wilson
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By: Robert M. Wilson
President
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